JOSEPH
      GUNNAR SHARE ISSUANCE AND WAIVER AGREEMENT

     

    This
      Share Issuance and Waiver Agreement (“Agreement”) is entered into as of
      August 20, 2008, by and between you, Joseph Gunnar & Co., LLC (“Gunnar”
or “you”) and Morlex, Inc. (“Morlex”, and together with Gunnar, the “Parties”)
      with reference to the following recitals of facts:

     

    A.  You
      have
      acted as a placement agent (the “Placement Agent”) in connection with the
      private placement of common stock, par value .001 per share (the “Common Stock”)
      of Morlex pursuant to that certain Placement Agent Agreement, dated as of April
      11, 2008, between Morlex and Gunnar (the “Placement Agent
      Agreement”).

     

    B.  On
      or
      about April 11, 2008, Morlex acquired from Iakona, Inc. (“Iakona”) all of
      the capital stock of Ad Authority, Inc. (“Ad Authority”) pursuant to that
      certain Stock Purchase Agreement dated as of November 14, 2008, as amended
      from
      time to time, among Morlex, Iakona, Jason Kulpa (“Kulpa”) and, solely with
      respect to Section 9.3 thereof, Duncan Capital Partners, LLC (the “Purchase
      Agreement”).

     

    C.  In
      connection with the Purchase Agreement: (i) Iakona received $5.0 million
      cash, a secured promissory note which as of the date of the Separation Agreement
      (as defined below) had a principal amount of $3.0 million (the “Note”) and
      6,400,000 shares of Common Stock of Morlex (the “Stock”), (ii) Kulpa was
      elected to serve on the Board of Directors of Morlex, and (iii) Kulpa was
      appointed as the CEO of Morlex.

     

    D.  Subsequent
      thereto a dispute arose between Morlex and Kulpa relative to the
      transactions contemplated by the Purchase Agreement, Morlex’s fund-raising
      efforts and the operation of Morlex and Ad Authority (the
“Dispute”).

     

    E.  On
      June 29, 2008, Kulpa resigned as the CEO of Morlex and Ad Authority. On
      July 17, 2008, Kulpa resigned as a Director of Morlex and Ad Authority
      (collectively, the “Resignation”).

     

    F.  In
      settlement of the Dispute, Morlex, Kulpa and others entered into a Separation
      and Release agreement dated as of August 20, 2008 (“Separation Agreement”).
      Pursuant to the Separation Agreement, (i) Kulpa surrendered all of his Morlex
      Common Stock, (ii) provisions were made to reduce the amount of the Note to
      $480,000 and (iii) Morlex and Kulpa each unconditionally released the other
      from
      all claims relating to the Dispute.

     

    G.  In
      connection with the Separation Agreement, Morlex desires to issue 1,000,000
      additional shares of Common Stock to you (“Additional Shares”) in consideration
      of the Settlement Agreement and your unconditional release of Morlex and Kulpa
      from all claims relating to the Dispute, all on terms and conditions as set
      forth in this Agreement. 

     

    NOW,
      THEREFORE, in recognition of the foregoing, and of the conditions, covenants,
      representations, warranties, payments, releases and other obligations contained
      in this Agreement, the Parties agree:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    1.  Issuance
      of Shares.
      Within
      two (2) business days following receipt of your signature to this Agreement
      by
      the Company, the Company shall give notice to the transfer agent to issue
      1,000,000 Additional Shares to you, and shall cause the transfer agent to issue
      such Additional Shares to you promptly. The Additional Shares shall be
      restricted shares, and shall be subject to the First Amended and Restated
      Registration Rights Agreement of the Company, dated as of April 15, 2008, and
      shall be afforded the same rights and privileges as the shares held by the
      Morlex shareholders that purchased Common Stock in the private
      placement.

     

    2.  Unconditional
      General Release of Kulpa and Morlex Parties.
      For and
      in consideration of the Settlement Agreement, the promises set forth herein
      and
      the issuance of the Additional Shares to you, you, on behalf of yourself, your
      parents, affiliates and subsidiaries, trusts and companies, and each of them,
      and each of their shareholders, directors, officers, trustees, members,
      managers, partners, agents, representatives, attorneys, insurers, servants,
      employees, spouses, predecessors, successors, assignors, assignees, heirs,
      executors and representatives, past and present,
      do
      hereby absolutely, fully and forever, release, covenant not to sue, and
      discharge Morlex, Kulpa, and each of their respective parents, subsidiaries,
      affiliates, entities under common control, trusts, beneficiaries of the
      companies, and related entities, and each of their shareholders, directors,
      officers, trustees, members, partners, agents, investment bankers, advisors,
      managers, property managers, representatives, attorneys, insurers, servants,
      employees, spouses, predecessors, successors, assignors, and assignees, past
      and
      present, (collectively, the “Releasees”), from any and all actions, causes of
      action, arbitrations, debts, guarantees, warranties, express or implied,
      balances, liabilities, demands, claims, agreements, contracts, covenants, suits,
      controversies, judgments, administrative or criminal complaints, citations,
      or
      proceedings, orders and liabilities, obligations, costs, expenses, damages
      and
      liens of every kind or nature whatsoever, in law, equity or otherwise
      (hereinafter referred to as the “Claims”), whether known or unknown, suspected
      or unsuspected, fixed or contingent, liquidated or unliquidated, asserted or
      not
      asserted, in law or equity, which have existed, or may have existed, or which
      do
      exist, on or prior to the date hereof, including, but not limited to those
      based
      on, arising from, or related to your role as the Placement Agent, the Placement
      Agent Agreement, the Purchase Agreement, the Dispute, the Resignation,
      fundraising by Morlex and/or Iakona and/or Kulpa, and/or operation of
      Ad Authority or Morlex.

     

    3.  Release
      of Unknown
      Claims and Binding Nature of Releases.

     

    (a)  Waiver
      of Civil Code section 1542.
      With
      respect to all Claims released under Paragraph 2 herein, the Parties hereto
      agree that, notwithstanding Section 1542 of the California Civil Code, which
      presently provides that 

     

    “A
      GENERAL
      RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
      TO
      EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
      BY
      HIM/HER MUST HAVE MATERIALLY AFFECTED HIS/HER SETTLEMENT WITH THE
      DEBTOR”
      

     

    this
      release shall constitute a full release in accordance with its terms. With
      respect to all Claims released under Paragraph 2 herein the Parties hereto,
      and
      each of them, knowingly, intelligently and voluntarily waive the provisions
      of
      Section 1542, and any successor provision, and acknowledge and agree that this
      waiver is an essential and material term of this Agreement, and that without
      such waiver the settlement would not have been entered into. The Parties hereto
      acknowledge the significance and consequences of the Release and of the specific
      waiver of Section 1542.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b)  No
      Change in the Law or Facts Will Affect the Agreement.
      It is
      the intent of the Parties that this Agreement be binding and effective without
      regard to future events. Each of the Parties to this Agreement has made such
      investigation of the facts pertaining to this Agreement, and all matters
      pertaining thereto, as it deems necessary. Each of the Parties is aware that
      it
      may hereafter discover claims or facts in addition to or different from those
      it
      now knows or believes to be true with respect to the matters related herein.
      Nevertheless, it is the intention of the Parties to fully, finally and forever
      settle and release all such matters, and all claims relative thereto, which
      now
      do exist, may exist, or heretofore have existed between them. In furtherance
      of
      such intention, the releases given herein shall be and remain in effect as
      full
      and complete releases of all such matters, notwithstanding the discovery or
      existence of any additional or different claims or facts relative thereto.
      The
      Parties agree that any change in applicable law or fact (and any error in any
      of
      the Parties’ understanding of law or fact), whether through legislation or
      judicial interpretation, which creates or finds additional or different rights
      and obligations of the Parties that may or do in fact exist, shall not affect
      the Parties’ respective obligations or rights under this Agreement, nor be a
      basis not to perform under this Agreement, nor a basis to attack or seek to
      modify any of the provisions of this Agreement. 

     

    4.  Covenant
      Not
      to
      Sue on Released Claims.
      Gunnar,
      on behalf of itself, and its parents, affiliates and subsidiaries, trusts,
      and
      companies, and each of them, and each of their directors, officers, trustees,
      members, partners, agents, representatives, attorneys, insurers, servants,
      employees, spouses, predecessors, successors, assignors, and assignees, past
      and
      present, does hereby covenant and agree never to commence, prosecute, or cause
      to be commenced or prosecuted any action or proceeding against any of the
      Releasees, based upon any of the Claims released in Paragraph 2 of this
      Agreement.

     

    5.  No
      Third
      Party
      Beneficiaries.
      The
      Parties understand, acknowledge, and agree that there are no express or implied
      third party beneficiaries to this Agreement, except for the Releasees expressly
      referred to in the release contained herein.

     

    6.  Binding
      on Agents, Successors, Assigns, Etc.
      The
      terms of this Agreement shall be binding on and shall inure to the benefit
      of
      the Parties and their respective agents, representatives, employees,
      predecessors, successors, heirs, assigns, directors, officers, shareholders,
      members, representatives, executors, administrators, beneficiaries, divisions,
      subsidiaries, affiliates, assigns, spouses, successors in interest, and any
      other person who may in any fashion claim an interest in the subject matter
      hereof through any of the Parties. 

     

    7.  Review
      of Agreement and Representation by Independent Counsel.
      The
      Parties hereby acknowledge that the terms and conditions of this Agreement
      have
      been completely read by them and explained to them by their respective counsel,
      and that the terms and conditions of this Agreement are fully understood and
      voluntarily accepted for the express purpose of making a full compromise,
      adjustment, settlement, accord and satisfaction, as set forth herein, and that
      this Agreement has, as its purpose, the preclusion of any additional claims
      against Releasees regarding the matters released herein, pursuant to the terms
      set forth. Each of the Parties to this Agreement has received independent legal
      advice from his/her/its attorneys with respect to the advisability of making
      the
      settlement provided for herein, and with respect to the advisability of
      executing this Agreement. Each of the Parties acknowledges having had a full
      opportunity to undertake whatever discovery or investigation it desired, with
      respect to all rights that are being settled through this Agreement. Each of
      the
      Parties agrees that the full compensation for its damages, if any, is disputed,
      uncertain and indefinite, and that each Party relies upon his/her/its own
      judgment, beliefs, agents or representative’s advice, and knowledge regarding
      any disputed claim. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.  No
      Admission.
      This
      Agreement effects the resolution of disputed Claims. Neither this Agreement,
      nor
      discussions which led to it, is intended to be and shall not be deemed,
      construed or treated in any respect as an admission of liability by any of
      the
      Parties, or by any other person or entity for any purpose.

     

    9.  Representations
      and Warranties, Indemnification.
      Gunnar
      hereby represents, warrants and covenants that they are the sole and lawful
      owner of all claims, matters and causes of action they are releasing or
      dismissing pursuant to this Agreement and that the persons signing this
      Agreement have the full right and authority to enter into this Agreement on
      behalf of Gunnar in accordance with all applicable laws, bylaws, and rules.
      Gunnar further hereby represents, warrants and covenants that there has been
      no
      assignment, transfer, conveyance, encumbrance, or other disposition by them
      of
      any of said claims, matters and causes of action or other matters referred
      to
      herein. Gunnar hereby agrees to indemnify and hold harmless the Releasees from
      any claim, demand, damage, debt, liability, account reckoning, obligation,
      cost,
      expense, lien, action or cause of action (including payment of attorneys’ fees
      and costs actually incurred, whether or not litigation be commenced) based
      upon,
      in connection with, arising out of, resulting from, or occasioned by the breach
      or inaccuracy of the aforementioned warranties and representations by
      Gunnar.

     

    10.  Notices.
      All
      notices, payments, documents and demands of any kind which any of the Parties
      are required or may desire to serve upon or deliver to any of the other Parties
      in connection with this Agreement shall be served, at the election of the Party
      serving the notice, either by fax, e-mail, personal service, or by mailing
      a
      copy of the payment, notice or other matter by certified or registered mail,
      proper postage prepaid and return receipt requested, addressed to such party
      at
      the address set forth in Exhibit A
      hereto.
      If any such matter is mailed, it shall be deemed to have been received on the
      date reflected on the return receipt or if receipt is refused or such mailing
      is
      not accepted, then five (5) days after the date of mailing. If any such matter
      is sent by fax or e-mail, it shall also be sent by regular mail within one
      Court
      Day of faxing or e-mailing, and shall be deemed received on the Court Day
      transmitted if transmission is completed by 5:30 p.m. Pacific Time, or the
      next
      Court Day if transmitted after 5:30 p.m. or on a legal holiday or weekend.
      If
      such matter is personally served, it shall be deemed received on the Court
      Day
      received if delivery is completed by 5:30 p.m. Pacific Time, or the next Court
      Day if delivery is completed after 5:30 p.m. or on a Court holiday or
      weekend.

     

    Notices,
      documents and demands shall be sent to the Parties through their respective
      counsel set forth on Exhibit A
      attached
      hereto and incorporated herein. Each of the Parties is required to promptly
      inform the other of any change of the respective names and/or addresses set
      forth on Exhibit A.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    11.  Entire
      Agreement.
      This
      Agreement and the Exhibit attached hereto and made part hereof, consists of
      a
      single, integrated, written contract expressing the entire agreement of the
      Parties concerning its subject matter. No covenants, agreements, representations
      or warranties of any kind have been made by any party hereto, except as
      expressly set forth herein and in this Agreement. All prior discussions and
      negotiations with respect to the subject matter hereof have been and are merged
      and integrated into, and superseded by, this Agreement.

     

    12.  No
      Oral
      Modification; Waiver.
      This
      Agreement may not be modified or terminated orally. No purported modification,
      termination or waiver shall be valid unless in writing and signed by all Parties
      even if such purported modification, termination or waiver is executed or
      supported by new consideration. Waiver of any breach or default shall not be
      deemed a waiver of any other breach or default, or of the same or any other
      provision of this Agreement.

     

    13.  Execution
      and
      Delivery in Counterparts.
      This
      Agreement may be executed in counterparts; each counterpart shall be deemed
      an
      original and, when taken together with the other counterparts, shall constitute
      one agreement that shall be binding on all Parties to the same extent as if
      they
      had all signed the same document. Signatures by scanned and e-mailed image
      or
      facsimile transmission shall have the same force and effect as original
      signatures. Photocopies, scanned and e-mailed images and facsimile copies of
      such signed counterparts may be used in lieu of the originals for any reason.
      

     

    14.  Disputes.
      In the
      event of any dispute arising out of or relating to this Agreement, any
      proceedings to enforce this Agreement, and/or for a declaration of any Party’s
      rights or obligations under this Agreement, which cannot be resolved by the
      Parties themselves, shall be resolved by suit in the state or federal courts
      located in New York, New York, and all Parties hereby submit to the jurisdiction
      and venue of such courts. The prevailing Party in any and all such action or
      proceedings, including any enforcement of judgment proceedings, or subsequent
      bankruptcy proceedings, shall be entitled to recover his/its/their reasonable
      attorneys’ fees and costs, including, without limitation, attorneys’ fees and
      costs incurred in giving Notice of Default and all other costs and expenses
      of
      execution and enforcement of any Judgment entered whether or not such costs
      and
      expenses of execution and enforcement are allowed by statute.

     

    15.  Governing
      Law.
      This
      Agreement shall be interpreted according to the laws of the State of New
      York.

     

    16.  Further
      Documents and Implementation.
      The
      Parties will promptly execute any and all such further and additional documents
      as shall be reasonable, convenient, necessary or desirable to carry out the
      provisions of this Agreement. Each of the Parties to this Agreement agrees
      to do
      all things reasonably necessary to carry out and effectuate the terms and intent
      of this Agreement.

     

    17.  Headings.
      Paragraph headings are for convenience only and are not a part of this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    18.  Recitals.
      The
      foregoing recitals are incorporated by reference in this Agreement and made
      a
      part hereof as contractual provisions and covenants in addition to being
      recitals of fact.

     

    19.  Effective
      Date.
      This
      Agreement shall not be effective until it is executed by Gunnar. The “Effective
      Date” of this Agreement shall be the date on which the last signature was
      obtained on this Agreement, which date shall be entered into the first paragraph
      of this Agreement by counsel for Morlex. 

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Parties execute this Agreement, effective as of the date
      of
      the last signature of the Parties set forth below.

    


    
      	 	 	 
	Dated:
              August 20, 2008	JOSEPH GUNNAR & CO., LLC
	 
 	 
 	 
 
	 	By:  	/s/
              Stephan A. Stein
	 	
              
Name:
              Stephan A. Stein
	 	Title:
              Chief Operating Officer



     

     

    
      	 	 	 
	Dated:
              August 20, 2008	MORLEX, INC.
	 
 	 
 	 
 
	 	By:  	/s/
              Richard J. Berman
	 	
              
Richard
              J. Berman
	 	Chief
              Executive Officer


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT A

     

    Notice

     

    
      	
              If
                to Gunnar:

            	
              Joseph
                Gunnar & Co., LLC

              30
                Broad Street, 11th Floor

              New
                York, NY 10004

              Attn:
                Stephan A. Stein

            
	 	 
	
              If
                to Morlex:

            	
              420
                Lexington Avenue, Suite 450

              New
                York, NY 10170

              Attn:
                Mr. Richard Berman

            
	 	 
	
              with
                a copy to:

            	
              Butzel
                Long

              380
                Madison Avenue

              New
                York, NY 10017

              Attn:
                Jane Greyf, Esq.